4//SEC Filing
HUGGINS M. J. III 4
Accession 0000870385-20-000022
CIK 0000870385other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 3:46 PM ET
Size
22.7 KB
Accession
0000870385-20-000022
Insider Transaction Report
Form 4
HUGGINS M. J. III
EVP and Secretary
Transactions
- Disposition to Issuer
Option to Purchase Common Stock
2020-05-01−6,576→ 0 totalExercise: $4.17Exp: 2023-04-25→ Common Stock (6,576 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2020-05-01−3,584→ 0 totalExercise: $16.56Exp: 2026-01-20→ Common Stock (3,584 underlying) - Disposition to Issuer
Restricted Stock Units
2020-05-01−1,772→ 0 total→ Common Stock (1,772 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2020-05-01−6,576→ 0 totalExercise: $8.54Exp: 2024-04-25→ Common Stock (6,576 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2020-05-01−5,621→ 0 totalExercise: $11.58Exp: 2025-01-21→ Common Stock (5,621 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2020-05-01−2,483→ 0 totalExercise: $30.90Exp: 2027-02-15→ Common Stock (2,483 underlying) - Tax Payment
Common Stock
2020-05-01$28.99/sh−674$19,539→ 54,982 total - Disposition to Issuer
Common Stock
2020-05-01−1,475→ 53,507 total - Disposition to Issuer
Common Stock
2020-05-01−53,507→ 0 total
Footnotes (4)
- [F1]Disposed of in accordance with the Agreement and Plan of Merger, dated as of November 17, 2019 the ("Merger Agreement"), by and between Carolina Financial Corporation and United Bancshares, Inc., pursuant to which Carolina Financial Corporation was merged with and into United Bancshares, Inc., effective May 1, 2020 ("the Merger"). On May 1, 2020, the effective date of the Merger, each issued and outstanding share of Carolina Financial Corporation common stock was converted into the right to receive 1.13 shares of United Bancshares, Inc. common stock (subject to the payment of cash in lieu of fractional shares) (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Carolina Financial Corporation common stock.
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger, each stock option not cashed out at the election of the reporting person, was converted into the right to acquire shares of United Bancshares, Inc. common stock, as adjusted to reflect the exchange ratio of 1.13.
- [F3]Represents restricted stock units previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, these restricted stock units were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted stock units subject to the award, assuming performance achieved at the maximum level, net of shares withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted stock units in accordance with Rule 16b-3.
- [F4]Represents shares of restricted stock previously granted to the reporting person. In accordance with the Merger Agreement and at the election of the reporting person, 1,475 restricted shares were cancelled in the merger in exchange for payment in cash equal to the product of (x) $28.99 per share, the market value of the underlying Carolina Financial Corporation common stock calculated in accordance with the provisions of the Merger Agreement and (y) the number of restricted shares subject to the award, and 674 restricted shares were withheld by the issuer at the direction of the reporting person to cover payment of tax liabilities incident to the vesting of the restricted shares in accordance with Rule 16b-3.
Documents
Issuer
CAROLINA FINANCIAL CORP
CIK 0000870385
Entity typeother
Related Parties
1- filerCIK 0001600289
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 3:46 PM ET
- Size
- 22.7 KB